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1. Parties: Identifies and defines the contracting parties, including their registered addresses and company details
2. Background: Sets out the context of the agreement and the relationship between the parties
3. Definitions: Defines key terms including 'Confidential Information', 'Trade Secrets', 'Competitive Activities', and 'Restricted Period'
4. Confidentiality Obligations: Details the obligations regarding confidential information, including use, storage, and protection requirements
5. Non-Compete Provisions: Specifies the competitive restrictions, including temporal and geographical scope, and prohibited activities
6. Duration and Territory: Clearly defines the time period and geographical area for which the restrictions apply
7. Permitted Disclosures: Outlines circumstances where disclosure of confidential information is permitted
8. Return of Confidential Information: Procedures for returning or destroying confidential information upon agreement termination
9. Intellectual Property Rights: Addresses ownership and rights related to confidential information and intellectual property
10. Breach and Remedies: Specifies consequences of breach and available remedies including injunctive relief
11. General Provisions: Standard contract clauses including governing law, jurisdiction, and entire agreement provisions
1. Data Protection Compliance: Required when confidential information includes personal data subject to GDPR
2. Post-Employment Obligations: Used when the agreement is with employees rather than independent contractors or business entities
3. Assignment and Succession: Include when rights under the agreement may need to be transferred
4. Non-Solicitation Provisions: Added when protection against solicitation of customers or employees is required
5. Severability and Blue Pencil: Important when there's higher risk that some restrictions might be found unenforceable
6. Consideration: Required when the agreement is entered into after the initial employment or business relationship begins
7. Third Party Rights: Include when confidential information of group companies or affiliated entities needs protection
1. Schedule 1 - Confidential Information: Detailed list or categories of information considered confidential
2. Schedule 2 - Restricted Territory: Detailed definition and/or map of geographical areas covered by non-compete provisions
3. Schedule 3 - Restricted Activities: Detailed description of prohibited competitive activities
4. Schedule 4 - Group Companies: List of affiliated companies covered by the agreement if applicable
5. Appendix A - Security Measures: Required security protocols for handling confidential information
6. Appendix B - Return/Destruction Certificate: Template certificate confirming return or destruction of confidential information
Agreement
Business
Business Relationship
Competitive Business
Competitive Activities
Confidential Information
Disclosing Party
Effective Date
Group Companies
Intellectual Property Rights
Material Interest
Non-Compete Period
Party/Parties
Permitted Purpose
Permitted Recipients
Personal Data
Receiving Party
Representatives
Restricted Area
Restricted Business
Restricted Customers
Restricted Period
Restricted Territory
Services
Termination Date
Trade Secrets
Unauthorized Disclosure
Non-Competition
Non-Solicitation
Duration
Territorial Scope
Permitted Disclosures
Return of Information
Data Protection
Intellectual Property
Security Measures
Breach Notification
Remedies
Injunctive Relief
Indemnification
Severability
Survival
Assignment
Governing Law
Jurisdiction
Entire Agreement
Amendments
Notices
Force Majeure
Termination
Waiver
Technology
Financial Services
Professional Services
Healthcare
Pharmaceuticals
Manufacturing
Research and Development
Biotechnology
Information Technology
Consulting
Telecommunications
Software Development
Banking
Insurance
Legal Services
Engineering
Media and Entertainment
Legal
Human Resources
Executive Leadership
Research and Development
Sales
Information Technology
Product Development
Business Development
Operations
Finance
Engineering
Marketing
Strategy
Customer Success
Professional Services
Chief Executive Officer
Chief Technology Officer
Senior Software Developer
Sales Director
Business Development Manager
Research Scientist
Product Manager
Senior Consultant
Financial Analyst
Technical Architect
Operations Manager
Account Manager
Project Manager
Marketing Director
Head of Strategy
Chief Financial Officer
Senior Engineer
Data Scientist
Legal Counsel
Human Resources Director
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